Service Agreement

This Service Agreement (the “Agreement”) is a legal document between ________________ (“Publisher”) and Infolinks Media, LLC, a Delaware limited liability company (“Infolinks”),
as of ________________, 2018 (the “Effective Date”)

Publisher

Infolinks

Contact

Robert Regular, CEO

Company

Infolinks Media, LLC

Address

45 North Broad Street, Ridgewood, NJ 07450

Telephone

1-833-INFOLNK

E-mail

support@infolinks.com

Service. Infolinks will enable the provision of commercial advertisements and links on Publisher’s Site(s) (the “Service”) by placing Java Script tags within Publisher’s Site(s), as defined in Section 2 below.

Publisher Site Approval. Publisher may implement the Service only in such websites listed in Schedule A attached hereto (hereinafter “Publisher’s Site(s)”). Any change or amendment to Schedule A must be done in writing and approved in advance by Infolinks. No Service shall be provided on secure/sensitive pages as shall be determined by Infolinks in its sole discretion.

Payment. Publisher will receive as a payment a Revenue Share, as defined herein.

Terms and Conditions. The terms and conditions and definitions detailed below in sections 5 through 15 and the privacy policy which can be found at http://www.infolinks.com/privacy-policy are included as a binding part of this Agreement.

Payment Terms and Definitions.

Definitions

“Gross Revenue” means the total revenue actually received by Infolinks resulting from (i) advertiser payments made directly to Infolinks by advertisers for Qualified Clicks/valid impressions, or (ii) payments made directly to Infolinks by its third party business partners for the average monthly price per click for Qualified Clicks, as defined below, for categories of advertising on designated Publisher Sites; in both cases of (i) and (ii) after deducting any taxes or fees that Infolinks is required to pay or collect in relation to the supply of Services, including but not limited to any credit card processing fees, bad debt and charge-backs, commissions or discounts allowed or paid to advertising agencies or sales staff, refunds to advertisers and third party business partners and other payments to third parties if applicable.

“Qualified Clicks” means a click that occurs when a bona fide Internet user clicks on a commercial in-text link that appears in one of the websites listed in Schedule A, and is brought to an advertiser’s website. Qualified Clicks do not include clicks that result from a robot, spider, software, or other mechanical, artificial or fraudulent means as reasonably determined by Infolinks, or clicks made by a person who is paid or deceptively motivated to click on such links.

“Revenue Share” means the percentage of the Gross Revenues to be paid to Publisher, related to the number of Qualified Clicks on ads displayed on Publisher Site(s), the number of valid impressions of ads displayed on your Publisher Site(s), or other valid events performed in connection with the display of ads on your Publisher Site(s), in each case as determined by Infolinks in its sole discretion.

“Service” means the provision of commercial in-text advertisement links on Publisher’s Site(s) by placing Java Script tags within Publisher’s Site(s) and of any other type of contextual advertisements provided by Infolinks, including but not limited to units of InTag links and InFold (all of which are included herein as part of the general term “in-text advertisement links”).

Revenues.

Publisher will be entitled to review a finalized revenue statement prepared by Infolinks for the payment due to Publisher for the immediately preceding month within fifteen (15) days after the end of each calendar month. Such report shall be placed within Publisher’s web account (see Reporting) and no other records will be deemed relevant for payment calculations or determinations hereunder. Infolinks will (directly or through a third party payment processor) pay Publisher in accordance with such revenue statement, forty five (45) working days following the end of the calendar month for which payment is due only if the earned balance in the Publisher’s account equals or exceeds the Payment Threshold. “Payment Threshold” shall be determined by Infolinks at is sole discretion based on the payment method selected by Publisher. Once the earned balance exceeds the Payment Threshold, Infolinks will pay (directly or through a third party payment processor) the entire balance amount subject to Infolinks’ receiving payment by its advertisers and subject to the other provisions of this Agreement.

Publisher acknowledges and agrees that Infolinks may, at its sole discretion, discount, credit back or accrue a credit against payments made to Publisher: in (1) circumstances in which it believes that the performance related to any revenues generated in connection with the Service provided to Publisher are fraudulent or invalid in nature or, (2) if Infolinks was charged or credited back by the advertisers or media company or (3) if Publisher violates Infolinks’ content guidelines as per Section 10 of this Agreement. In addition, Publisher further acknowledges that once determined by Infolinks in its sole discretion, that during any given month, an unreasonable volume of Publisher’s traffic was suspicious, fraudulent, inappropriate or invalid in nature, Infolinks will be entitled to withhold the entire amount payable to Publisher for such month, and Publisher waives any claims in connection therewith.

Any dispute regarding a payment from Infolinks hereunder must be submitted to Infolinks in writing within sixty (60) days of the date on which the amounts are available to the Publisher via the reporting system, otherwise, it shall be deemed waived.

Publisher expressly acknowledges and understands that in order to receive payment from Infolinks, they must submit a valid tax form, including a W-8 or W-9, as applicable, and provide Infolinks with a valid payment method. In the event Publisher fails to submit a valid tax form as described herein or provide Infolinks with a valid payment method, and Publisher has not generated any revenue under this Agreement for three (3) consecutive months, any payments due Publisher pursuant to this Agreement will be forfeited. Publisher expressly acknowledges that in the event any payments due Publisher are forfeited pursuant to this Agreement, said payments will become the sole property of Infolinks and Publisher waives any rights to same.

Taxes. All payments due under this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including without limitation VAT) (collectively, “Taxes”). Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder.

Payment Method. All payments due under this Agreement will be paid to Publisher through the payment method chosen by Publisher from the payment methods available on the Infolinks website either directly or through a third party payment processors to which Infolinks will provide the payment details.

Reporting. The Revenue Share payable to Publisher will be solely based on Infolinks’ reporting system. Infolinks will provide Publisher with a login ID to a reporting interface that will enable Publisher to view an estimate of the Gross Revenues earned under this Agreement. Publisher acknowledges and agrees that the Gross Revenue amounts are based solely on Infolinks’ final reported numbers and on no other source.

Term, Termination and Renewal.

The term of the Agreement will commence on the Effective Date, and subject to termination as provided below, will remain in effect for a period of thirty (30) days thereafter (“Trial Term”). During the Trial Term, either party may terminate the Agreement by written notice and such termination will take effect immediately. Upon completion of the Trial Term, the Agreement will automatically renew and will remain in force for successive twelve (12) month period each (collectively with the Trial Term, the, “Agreement Term”). During the Agreement Term, either party may terminate this Agreement for any reason at any time upon five (5) business day prior written notice. Infolinks may also choose, in its sole discretion to suspend the Publisher’s account, without terminating the Agreement.

If Publisher disables or does not implement the Infolinks Service without the appropriate notice of termination outlined above, Infolinks reserves the right to revoke the Publisher’s account and withhold any and all outstanding payments (including any earned balance) due to Publisher under this Agreement.

Upon expiration or termination of the Agreement: (i) all undisputed payments that have accrued prior to expiration or termination will be payable in full within forty five (45) days thereof; provided that in the event the balance of the account upon expiration or termination of the Agreement is below the Payment Threshold, any sums accrued in the Publisher’s account will be forfeited by Publisher and Publisher will have no claim, right title or interest to any such monies; (ii) all rights and licenses of Publisher under the Agreement will terminate; and (iii) Infolinks’ obligations relating to the Software and Service will terminate.
Notwithstanding the foregoing, without limiting rights and remedies available to Infolinks, in its sole discretion, may withhold payment to Publisher at any time during the terms of this Agreement or thereafter, if Publisher breaches the Agreement (including without limitation, if Publisher commits fraud against Infolinks and/or if Publisher gave incorrect personal details and/or invalid billing information).

License to Use Commercial Technology and Ownership. a) Infolinks hereby grants to Publisher a non-exclusive, non-transferable, non-sublicensable license to use the Commercial Technology and Software (“Software”), provided by Infolinks, that enables the Service to run on the Publisher Sites(s), subject to the terms and conditions of this Agreement and the terms and conditions provided to Publisher with the Software. Infolinks expressly reserves all rights in and to the Software not expressly granted herein. (b) Title to the Software shall not pass to Publisher in any circumstances. Publisher will not copy, translate, decompile, disassemble, reverse engineer or otherwise reproduce or modify, add to or otherwise change the Software, without Infolinks’ specific written authorization. Publisher agrees and undertakes not to use the Software on any site which is a secure and/or sensitive site (or pages within).

Non-Disclosure. This Agreement as a whole, and any of the terms mentioned in it are confidential and cannot be disclosed to any third party without an explicit written consent by the other side, provided that it is hereby agreed by the Publisher that Infolinks may disclose the terms of this Agreement to any third party payment processor on its behalf and/or any of its investors and/or potential investors.

Representations and Warranties. Publisher represents and warrants that (a) all of the information provided by Publisher to Infolinks, including without limitation, payment instructions, billing information, and personal details, is correct and current; and (b) Publisher is the owner of each Publisher Site or that Publisher is legally authorized to act on behalf of the owner of such Publisher Site(s) for the purposes of this Agreement; (c) Publisher has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Publisher hereunder. In case Publisher is an individual it also represents that he/she is at least 18 years old or the legal age of majority in the jurisdiction in which Publisher reside, (d) it and any company, person or other entity controlling Publisher or under the control of Publisher and/or under common control with the Publisher, have not been terminated in the 24 months preceding the date of this Agreement, by any other monetization platform (such as Google AdSense, Right Media Exchange, Pubmatic, Rubicon, etc.), and (e) Publisher grants Infolinks and its partners the right to crawl data within Publisher site(s). Publisher further represents and warrants that each Publisher Site and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (iii) is not Adult, obscene, pornographic, defamatory, libelous, infringing, abusive, or includes illegal content, does not promote hate or discrimination, facilitates the sale of firearms or illegal drugs, or participates or encourages participation in illegal activities, is not directed to users under 13 years of age or that does not collect information from users actually known to be under 13, (iv) abides by an appropriate privacy policy. Such privacy policy must provide clear notice of Publisher’s use of methods to collect and use user data, including Infolinks and its partners’ methods. Publisher agrees to take responsibility for obtaining any required user consent on behalf of itself, and Infolinks with respect to (a) passing precise geo location and user device identification of its users to Infolinks and its partners, and (b) third party cookies, including without limitation, ensuring users are clearly informed about third party cookies and promptly notifying Infolinks in the event a user opts out of having third party cookies dropped. Publisher further agrees it will provide end-users with a conspicuous link to a functional opt-out page, which may include, an industry-standard opt-out page such as the Network Advertising Initiative’s page accessible via its consumer website at http://www.networkadvertising.org or where most users of Publisher are EU-based, to the Internet Advertising Bureau’s opt-out page at http://www.youronlinechoices.com. where and to the extent required by applicable law and/or regulation.

INFOLINKS MAKES NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

No Guarantee. Infolinks makes no guarantee regarding the level of impressions of, or clicks on any ad, the timing of delivery of such impressions and/or clicks, and the relevancy of the commercial in-text links or the ads shown under this Agreement. For the avoidance of doubt, Infolinks makes no guarantee that any commercial in-text links will appear on any page of the Publisher Site(s), and consequently there is no guarantee that this Agreement will generate any revenue for the Publisher.

Publicity and Collection of Information. Publisher agrees that Infolinks may use Publisher name and logo in presentations, marketing materials, customer lists, financial reports and website listings of customers. Publisher also agrees that Infolinks may use its tags to enable third parties to collect information about the use of Publisher Site(s) through the use of cookies, web beacons and other similar technologies, including but not limited to third parties that collect statistical information in order to provide analytical services and third parties that collect non-personally identifiable information in order to provide targeted advertisements.

Pursuant to Section XII(d)(i) of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less – Version 3, Publisher authorizes Infolinks’ Repurposing of the Collected Data to and development of derivative products (the “Derivative Products”) using such Collected Data, provided that (A) no Site Data will be included in Collected Data (other than (i) timestamp of visit, (ii) IP address, (iii) referring URL, (iv) device (e.g., mobile, tablet, or desktop), (v) operating system (e.g., windows, IOS, etc..), (vi) user agent string, and (B), to the extent such Collected Data is presented to third parties, such data will be presented without reference to Publisher or its Publisher Sites, other than URL which may include Site Data. All defined terms in this paragraph shall have the meaning ascribed to them in the American Association of Advertising Agencies and Interactive Advertising Bureau Standard Terms and Conditions for Internet Advertising Media Buys One Year or Less, Version 3.0, currently available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf.

Indemnification. Publisher agrees to indemnify and hold harmless Infolinks, its affiliated entities, successors, assigns, as well as their directors, officers, employees, agents and authorized representatives from and against any costs, losses, liabilities and expenses (including court costs and reasonable attorneys’ fees) that Infolinks may suffer, incur or be subjected to by reason of any legal action, arbitration or other claim by a third party arising out of or as a result of a breach of Publisher’s representations, warranties and agreements made under this Agreement.

Limitation of Liability. THE SERVICE IS MADE AVAILABLE TO PUBLISHER “AS IS” AND WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESSED OR IMPLIED, OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. ALTHOUGH INFOLINKS WILL MAKE REASONABLE COMMERCIAL EFFORTS TO ENSURE THAT THE RELEVANT ADS ARE SERVED TO END USERS VISITING PUBLISHER PAGES, PUBLISHER UNDERSTANDS AND AGREES THAT SUCH PROCESS IS BEING AFFECTED BY AUTOMATED MEANS, AND INFOLINKS IS NOT RESPONSIBLE, NOR DOES IT GIVE ANY WARRANTY OR REPRESENTATION AS TO THE OUTCOME OF SUCH PROCESS. INFOLINKS DOES NOT GUARANTEE THAT IT WILL HAVE RELEVANT ADS FOR ANY GIVEN PUBLISHER PAGE AND INFOLINKS DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OR THE OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET PUBLISHER’S NEEDS. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES AND ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL INFOLINKS’S LIABILITY ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER WILL EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID UNDER THIS AGREEMENT TO PUBLISHER DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. Infolinks is not responsible for any web sites that can be linked to from the ads or for the results of any act or omission of any Advertiser or any other Infolinks provider.

Miscellaneous.

Any notice by Infolinks required or permitted hereunder may be posted by Infolinks on its website, sent to Publisher by email or by mail, as Infolinks may elect. Any notice by Publisher required or permitted hereunder shall be sent to Infolinks by mail.

This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof.

Infolinks may change the terms of this Agreement from time to time, in its sole discretion, upon posting notice at https://www.infolinks.com. Publisher’s continued use of the Service shall constitute its consent to any changes made. If Publisher does not agree to the new or different terms, it should provide a written notice to Infolinks to such extent, and the Agreement shall immediately terminate on the date Infolinks receives such notice.

Publisher may participate in Infolinks’ Referral Program pursuant to Schedule B annexed hereto and incorporated by reference.

Neither party may assign this Agreement, nor any right under or obligation pursuant to this Agreement, without the other party’s prior written consent which shall not be unreasonably withheld, except that Infolinks may assign this Agreement and/or its rights and obligations under this Agreement within the context of its merger, acquisition or other transaction of similar nature.

This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to its conflict of law principles. In any dispute under this Agreement, each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

No waiver by a party of any breach of any provision of this Agreement will constitute a waiver of any other breach of that or any other provision of this Agreement.

Each party will perform its obligations as an independent contractor and will be solely responsible for its own financial obligations.

IN WITNESS WHEREOF, the parties have cause this Service Agreement to be executed as of the Effective Date by their duly authorized representatives.

PUBLISHER:

__________________

______________________________

Name:

Title:

INFOLINKS MEDIA, LLC

________________________________

Name:

Title:

SCHEDULE A

Approved Publisher Site(s)

SCHEDULE B

Referral Program Terms & Conditions

These Terms and Conditions govern your participation in the publishers’ referral program (the “Referral Program”) operated by Infolinks Media, LLC (“Infolinks” or “we” or “us”). In these Terms and Conditions, the terms “Participant”, “you” and “your” refer to you (the applicant).

Description of Referral Program. The Referral Program provides participants the ability to earn commissions as compensation for referring other owners of websites (hereinafter the “Referred Clients”) to register with Infolinks as a publisher via registration at a unique URL to be determined by Infolinks. In order to permit accurate tracking, reporting, and Commission Fee (as defined below) accrual, Infolinks will provide you with a special unique link or some banner tools (collectively the “Referral Link”) which must be used in all links between your Website and this Referral Program. Subject to these Terms and Conditions, when (and if) such Referred Client, referred by you via the Referral Link, generates revenues to Infolinks, you, the participant are eligible for a Commission Fee for such qualifying revenues as described in Section 3 (Commission Fees) below. All Referred Clients must be approved by us at our sole discretion and accept our standard terms of service It is your sole responsibility to ensure that the unique Referral Links are integrated properly on your website(s).

Required Information; Affiliate Account. In order to join this Referral Program, you must provide us with all information required by our application process (including, without limitation, a Form W-9, if applicable) and agree to these Terms and Conditions. We reserve the right to reject your application for any reason, including, without limitation if your application does not reflect our business principles or if the Referred Clients’ sites contain any content listed in Section 6 of these Terms and Condition or is otherwise not in compliance with other guidelines of our Referral Program.

Commission Fees. Subject to compliance with the Terms and Conditions and this Agreement, we will pay you a commission fee (the “Commission Fee”) on each Qualifying Referred Client (as defined below). For purposes of this Referral Program, “Qualifying Referred Client” means a first-time publisher (meaning publishers who have never registered with Infolinks, nor were active leads, or have not interacted with our marketing, support or sales teams in the past 6 months prior to their registration as consequence of this Referral Program), which is not affiliated in any manner to you, and which were referred to Infolinks via the Referral Link.

The Commission Fee shall be 10% of the amounts paid to Qualifying Referred Clients by Infolinks (“Qualifying Referred Client Earnings”) during the first 12 month period from the date of referral (the “Commission Fee”, and “Referral Period”). If Qualifying Referred Clients’ Earnings for which a Commission Fee is paid to you is later refunded, deemed fraudulent or charged back, the relevant Commission Fee will be deducted from the next payment sent to you following such event; if such future payment isn’t due, you hereby consent to refund such amount to us immediately upon our request.

Payment of Commission Fees. Payment of the Commission Fee will be made in accordance with our standard Terms of Service and this Agreement as may be amended from time to time (current version can be found at https://www.infolinks.com/service-agreement), and the Payment Threshold set forth thereunder shall apply to the Commission Fees payable hereunder. Payment of the Commission Fees may be less any taxes required to be withheld under applicable law. Payments are made according to Infolinks’ internal reporting system and may not be disputed. We reserve the right to withhold payment directly related to cases of suspected fraudulent activity, breach of these Terms and Conditions and/or our Terms of Service. We further reserve the right to revoke the Referred Client’s account with Infolinks (subject to our standard Term of Service, as may be amended from time to time) and consequently withhold any and all outstanding payments (including any earned balance) due you under this Referral Program.

As between the parties, you acknowledge and agree that Infolinks owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property in the Infolinks’ website, the Referral Program, the Referral Links and the service and any software or other intellectual property provided by Infolinks in connection with this Referral Program (the “Infolinks’ Intellectual Property”). You shall not take any action inconsistent with such ownership by Infolinks, nor attempt to register any Infolinks’ Intellectual Property in any jurisdiction or any URLS containing in whole or in part any Infolinks’ Intellectual Property.

Subject to approval of your application to the Referral Program and any limitations herein, Infolinks hereby grants to you, for the Term (as defined below), a revocable, non-exclusive, non-transferable limited license to use the Infolinks’ Intellectual Property contained in the Referral Links for the express limited purpose of this Referral Program. You, by virtue of these Terms and Conditions, shall not obtain or claim any right, title or interest in or to the Infolinks’ Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of Infolinks.

The following activity is strictly prohibited. If you engage in any such activity, we may immediately terminate these Term and Conditions with no further obligation to you, including without limitation the termination of our obligations with respect to any Commission Fees outstanding:

Placing any Referral Links or Infolinks’ related advertising on any website not owned and/or operated by you unless expressly approved in writing by us. In any event, promotion of the Referral Program on your website may be done so long as your website meets our program policies listed in these Terms and Conditions and our standard Term of Service.

To protect the integrity of the reputation of Infolinks’ brand name, you may not promote the unique Referral Links via certain forms of indiscriminate advertising, commonly referred to as “spamming”.

You may not promote the unique Referral Links via postings to non-commercial newsgroups or cross-postings to multiple newsgroups at once; however, you may promote the unique Referral Links via newsgroup postings to newsgroups that specifically welcome commercial messages.

You may not promote the unique Referral Links via promotion on third-party search engines. Finally, we may impose additional restrictions on use of the Referral Links and Infolinks’ Intellectual Property and on any other activities pursuant to the Referral Program that we determine in our sole discretion to be in our best interest. Such additional restrictions shall be effective immediately upon notice from Infolinks to you in accordance with these Terms of Conditions.

You may promote the unique Referral Links via mailings to recipients who are already customers or subscribers to your website’s services, provided that the recipients have the option to remove themselves from future mailings.

In all promotions, you must clearly represent yourself as an entity totally independent from Infolinks and Infolinks’ Referral Program.

Prohibited Content. Your site nor the Referred Client may display any of the following content or engage in any of the following activity: (1) violent images or messages that promote violence; (2) promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age; (3) promotion of illegal activities; (4) promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of Infolinks or any third parties, including intellectual property rights and rights of personality; (5) content that is inconsistent with Infolinks’ policies and/or practices; (6) spamming of a participant’s users who have registered for the Infolinks services; or (7) any other content or activity that we find objectionable in our sole discretion.

Term of these Terms and Conditions. These Terms and Conditions shall commence on the day it is entered into by you and shall continue until terminated by you or by Infolinks as provided for herein (the “Term”).

Modifications. We reserve the right to change any of the terms and conditions in these Terms and Conditions, including issuing binding policy documents, at any time and in our sole discretion, by posting a new agreement reflecting such changes on our website, or posting/distributing applicable policy document, such changes to be effective upon posting or communicating such modification to you. Infolinks will not be required to provide notice to you of changes to these Terms and Conditions other than by posting the revised Terms and Conditions as described above. You hereby acknowledge that such modifications may include, without limitation, changes to commission structures, prohibited practices and other program rules and payment processes.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THIS REFERRAL PROGRAM. YOUR CONTINUED PARTICIPATION IN THE REFERRAL PROGRAM FOLLOWING OUR POSTING OF OR PROVISION TO YOU OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Termination of these Terms and Conditions; Survival. We reserve the right to terminate these Term and Conditions at any time. Termination will be deemed to be effective upon email delivery to you of such termination notice, which will deemed to be received immediately upon delivery, regardless of whether you successfully receive such notice or not. If we terminate the Term and Conditions in connection with a breach by you of any of the terms herein, any commissions payable or owing to you will be forfeited by you and will have no claim, right title or interest to any such monies. Any provision of these Term and Conditions that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of these Term and Conditions, shall survive the completion, expiration, termination or cancellation of this Term and Conditions.

Warranty Disclaimer. Infolinks makes no warranties, representations or conditions with regard to the its services, its site, the Referral Program, the and/or the Infolinks’ Intellectual Property, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, Infolinks expressly disclaim any obligation to indemnify you or any of your representatives or owners in connection with any lawsuit or other proceeding arising out of any of your use, or any user’s use (including any Referred Client) of the Referral Program, Referral Links and/or Infolinks’ Intellectual Property. Without derogating from the generality of the aforesaid, we are not responsible for any representations made by you that contradict Infolinks’ policies and terms of services.

Limitation of Liability. Infolinks shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to these Terms and Conditions, the Referral Program, and/or the Infolinks’ Intellectual Property even if Infolinks has been advised of the possibility of such damages. Further, Infolinks’ aggregate liability arising under or with respect to these Terms and Conditions or shall in no event exceed the total Commission Fees paid or payable to you under these Terms and Conditions.

Notice. Except as provided for in Section 8, hereof, all notices and requests in connection with these Terms and Conditions will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or Post or (2) the date sent if delivered by email or fax, and addressed as follows: If to Infolinks by email to support@infolinks.com.. If to Participant: To the email address provided by you to us on the Referral Program site.

Representations and Warranties. You represent and warrant that you have the necessary and full rights, power, authority and capabilities to enter into these Terms and Conditions and to perform your obligations hereunder and that the execution of and performance of your obligations under these Terms and Conditions will not violate the rights of any third party, nor any applicable federal, state, provincial and local law or regulation. You further represent and warrant that your website is a true referring URL and it shall not include any content or material that violates the rights of Infolinks or any third party.

Indemnification. You shall defend, indemnify and hold harmless Infolinks, its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney’s fees, to the extent that (i) it is based upon a breach of your representations, warranties or obligations hereunder; (ii) it arises in connection with the participant’s referring website or your negligence or willful misconduct; or (iii) it is based on violation by you of any applicable federal, provincial, state or local law or regulation in providing products or services hereunder, including without limitation applicable tax regulations.

Miscellaneous. You and Infolinks are independent contractors and nothing in these Terms and Conditions is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties including without limitation our approval of your materials. You may not assign these Terms and Conditions, by operation of law or otherwise, without the prior written consent of Infolinks; we may assign these Terms and Conditions at any time without notice to you. Subject to the foregoing restriction, these Terms and Conditions are binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.

Governing Law; Jurisdiction. These Terms and Condition shall be governed by the laws of State of Delaware without regard to its conflict of law principles. In any dispute under these Terms and Condition, each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in New York County, New York.

Transition From Previous Referral Program. Publishers who referred clients to Infolinks under Infolinks’ former referral program which was in effect prior to ____________ (“Effective Date”), will be subject automatically effective as of the “Effective Date”, to this Referral Program for the remaining months of the Referral Period. Publishers who were revoked personally or referred Referral Clients were revoked by Infolinks, or referred Referral Clients to Infolinks 12 months prior to the “Effective Date” of this Referral Program will no longer receive any referral/commission fees for those clients.

Infolinks Media, LLC Advertising Program Terms

These Infolinks Media, LLC Advertising Program Terms (“Terms”) are entered into by Infolinks Media, LLC (“Infolinks”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in Infolinks’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programs”). In consideration of the foregoing, the parties agree as follows:

Programs. Customer authorizes Infolinks and its affiliates to place Customer’s advertising materials and related technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Infolinks or its affiliates on behalf of itself or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes Infolinks to use automated tools to format Ads. Infolinks and its affiliates may make available to Customer certain optional Program features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. Infolinks or Partners may reject or remove a specific Ad or Target at any time for any or no reason. Infolinks and its affiliates may modify or cancel Programs at any time. Customer acknowledges that Infolinks or its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as “Beta,” “Ad Experiment,” or as otherwise unsupported or confidential (collectively, “Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

Policies. Customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable Infolinks policies and all applicable Partner policies made available by Infolinks to Customer (in each case, as modified from time to time, “Policies”). In connection with the Program, Infolinks will comply with the Infolinks Privacy Policy. Customer authorizes Infolinks to modify Ads as described in Policies. Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed or (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Infolinks advertising related information from any Property except as expressly permitted by Infolinks. Customer will direct communications regarding Ads on Partner Properties under these Terms only to Infolinks.

Ad Serving. (a) Customer will not provide Ads containing spyware, adult, obscene, pornographic, defamatory, libelous, infringing, abusive, misleading, deceptive or illegal content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in illegal activities, “scareware” misleading users to believe they have problems with their computer, malware or any other malicious code or knowingly breach or circumvent any Program security measure. (b) Customer may utilize an Ad server solely for serving or tracking Ads under Programs that permit third party Ad serving and only if the Ad server has been authorized by Infolinks to participate in the Program, and in any event billing will be done based on Infolinks records.

Online Gambling. Infolinks restricts the promotion of the following gambling-related content:

Offline and online gambling

Online gambling-related information

Online games played for money or prizes

Online casino-based games, regardless of whether money is exchanged

When promoting gambling-related content, you need to do the following:

Comply with applicable laws and industry standards for any location that your campaign targets.

Meet local licensing requirements for all gambling-related products and services that you’re promoting.

Ensure that you don’t target minors.Additionally, you must receive pre-authorization from Infolinks before promoting any online gambling/gaming-related content. If the country you’d like to target is not listed in Infolinks’ country restrictions list, AdShop can’t promote restricted gambling content there.

Ad Cancellation. Unless a Policy, the Program user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Customer cancels an Ad after a commitment date provided by Infolinks (e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by Infolinks to Customer (if any) and the Ad may still be published. Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Customer must effect cancellation of Ads (i) online through Customer’s account if the functionality is available, (ii) if this functionality is not available, with notice to Infolinks via email to Customer’s account representative or (iii) if Customer does not have an account representative, with notice to Infolinks via email to adshop.support@infolinks.com (collectively, the “Ad Cancellation Process”). Customer will not be relieved of any payment obligations for Creative not submitted or submitted by Customer after the due date provided by Infolinks. Infolinks will not be bound by a Customer provided IO.

Warranty and Rights. Customer warrants that (a) it holds, and hereby grants Infolinks, its affiliates and Partners, the rights in Creative, Destinations and Targets for Infolinks, its affiliates and Partners to operate the Programs and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes Infolinks and its affiliates to automate retrieval and analysis of Destinations for the purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which Customer advertises in connection with these Terms (“Advertiser”). If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation that the Advertiser would have if it had been bound to these Terms. Customer will provide Advertiser with reporting data as frequently as existing reporting from Customer to Advertiser, but no less than on a monthly basis, that discloses absolute dollars spent on Infolinks and performance (at a minimum cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. Infolinks may, upon request of an Advertiser, share Advertiser-specific information with Advertiser. If Customer is using a Program on its own behalf to advertise and not on behalf of an Advertiser, for that use Customer will be deemed to be both Customer and Advertiser.

Make Goods. For reservation-based Display Ads, Infolinks will deliver any agreed upon aggregate number of Display Ads by the end of the campaign, provided that if Infolinks fails to do so, then Customer’s sole remedy is to make a claim within three (3) months after the end date of the campaign (“Claim Period”). If Infolinks confirms the accuracy of the claim, then Infolinks will not charge Customer for the undelivered Display Ads or, if Customer has already paid, at Infolinks’s reasonable discretion, Infolinks will provide for (i) advertising credits, which must be used within six (6) months from the date which they were approved (“Use By Date”), (ii) later placement of the Display Ads in a position Infolinks deems comparable or (iii) an extension of the term of the campaign. Infolinks cannot assure that any auction-based Ads will be delivered and therefore make-goods do not apply to auction-based Ads.

Payment. Customer will pay all charges incurred in connection with the Program, using pre-paid amounts via credit card or paypal, in increments as determined by Infolinks, or as otherwise approved by Infolinks, within a commercially reasonable time period specified by Infolinks (e.g., in the Program user interface or IO). Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Infolinks incurs in collecting late payments. Charges are solely based on Infolinks’s measurements for the Programs and the applicable billing metrics (e.g., clicks or impressions). No party may offset any payment due under these Terms against any other payment to be made under these Terms. Infolinks may, in its sole discretion, extend, revise or revoke credit at any time. Infolinks is not obligated to deliver any Ads in excess of any credit limit. If Infolinks does not deliver Ads to the selected Targets, then Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which Infolinks will issue the credits following claim validation which must be used by the Use By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and that its sole remedy is to make a claim for advertising credits within the Claim Period, after which Infolinks will issue the credits following claim validation which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND CUSTOMER WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT INFOLINKS’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.

Disclaimers. EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND INFOLINKS AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF INFOLINKS, ITS AFFILIATES OR INFOLINKS’S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.

Limitation of Liability. EXCEPT FOR SECTION 10 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 13(D) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO INFOLINKS BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

Indemnification. Customer will defend, indemnify and hold harmless Infolinks, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by Customer. Partners are intended third party beneficiaries of this Section.

Term. Infolinks may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at www.infolinks.com/service-agreement. Customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 4 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case subject to Infolinks’s then standard terms and conditions for the Program available at www.infolinks.com/service-agreement. Infolinks may suspend Customer’s ability to participate in the Programs at any time. In all cases, the running of any Customer campaigns after termination is in Infolinks’s sole discretion.

(a) This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to its conflict of law principles. In any dispute under this Agreement, each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York. (b) Nothing in these Terms will limit a party’s ability to seek equitable relief. (c) These Terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party’s primary contact). The email address for notices being sent to Infolinks’s Legal Department is adshop.support@infolinks.com. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by Infolinks under Section 12, all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. (h) Except as expressly listed in Section 10, there are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership or joint venture among the parties. (j) Sections 1 (last sentence only) and 7 to 12 will survive termination of these Terms. (k) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.